1
EXHIBIT 10.14
CONSULTING AGREEMENT
This Consulting Agreement is made and entered into as of this _____ day
of October, 1999 by and between Natural Health Trends Corp. (the "Company"), and
Domain Investments, Inc. (the "Consultant") (the "Agreement").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. PURPOSE AND TERM. The Company hereby retains the Consultant upon the terms
and conditions contained herein for a period of 24 months commencing upon the
date of execution of this Agreement (the "Term").
2. DUTIES OF CONSULTANT. During the Term of this Agreement, the Consultant will
provide the Company with such regular and customary consulting advice as is
reasonably requested by the Company, including but not limited to, assisting the
Company with restructuring and reorganizing debt, negotiations with creditors,
administration of debts and voluntary workouts. Consultant shall assist the
Company in maximizing the value of both the Global Health Alternatives, Inc. and
the Ellon product lines. All information obtained by the Consultant in
connection with this Agreement and relating to the Company shall be the property
of the Company.
3. CONSULTING FEE. For its services, Consultant shall be paid a consulting fee
of $5,000 per month. The Company shall have the ability to issue to Consultant
95,000 shares of the Company's common stock, in lieu of cash. In the event the
Company exercises its right to issue the shares of common stock, the Company
shall have no further obligation to Consultant. Consultant shall also be
responsible for all accounting, legal and other costs incurred by Consultant
pursuant to this Agreement.
4. ASSIGNABILITY OF SHARES. Consultant represents and warrants to the Company
that it is not acquiring the Shares with a view to, or for resale in connection
with, any distribution in violation of the Securities Act of 1933, as amended.
The Shares have not been registered under the Securities Act or any state
securities law and shall not be transferred, sold, assigned or hypothecated in
violation thereof. If permitted by law, any such transfer, sale, assignment or
hypothecation shall be effected by Consultant only by surrendering the Shares
for assignment at the office of the Company, accompanied by an opinion of
counsel satisfactory to the Company, and its counsel, stating that such transfer
does not violate the Securities Act or any applicable state securities law.
5. REGISTRATION RIGHTS. The shares to be issued pursuant to subsection 3 of this
Agreement shall contain unlimited piggyback registration rights. Consultant's
piggyback registration rights shall commence on the date hereof and shall
terminate three (3) years after the Company shall register any of its shares of
common stock for sale pursuant to the Securities Act of 1933, as amended (the
"Act"). The Company shall bear the costs of such registrations. In the event of
the sale of the shares contemplated hereunder, Consultant shall pay any and all
underwriting commissions and non-
2
accountable expenses of any underwriter selected by Consultant to sell the
common stock (the "Registrable Securities"). The Company agrees to use its
prompt best efforts to cause the filing required herein to become effective and
to qualify or register the Registrable Securities in such states as are
reasonably requested by the Consultant. As to Consultant's registration rights,
the Company agrees to qualify or register the Registrable Securities in such
additional states as are reasonably requested by Consultant and the Company
shall bear all costs and expenses, of the qualification of registration of the
Registrable Securities in such additional states as are reasonably requested by
the Consultant. In no event shall the Company be required to register the
Registrable Securities in more than five (5) states or in a state in which such
registration would cause (i) the Company to be obligated to do business in such
state, or (ii) the principal stockholders of the Company to be obligated to
escrow any of their securities.
6. COMPANY DISCLOSURE OF INFORMATION. The Company hereby agrees to timely
provide the Consultant with the documents and the information enumerated below.
The Consultant agrees that it shall keep all such information and the contents
of such documents confidential and shall utilize such information solely for the
purpose of performing the Services, and for no other purpose. The information
and/or documents that Company shall provide are:
a. all of the Company's current filings with the SEC or other
regulatory bodies with jurisdiction over the Company's
activities;
b. copies of any meetings of the Company's shareholders,
directors or committees of its board of directors;
c. the Company's current audited financial statement and any
unaudited financial statements produced currently by the
Company's auditors; and
d. all public releases of information.
7. CONSULTANT'S NON-DISCLOSURE OF INFORMATION/NON-COMPETITION.
a. The Consultant acknowledges that in the course of its
engagement it may become familiar with trade secrets and other
confidential information (collectively, "Confidential
Information") concerning the Company and Consultant shall
hold in a fiduciary capacity for the benefit of the Company
all secret, confidential proprietary information, knowledge or
data relating to the Company that shall have been obtained by
the Consultant during its engagement by the Company and that
shall have not been or now or hereafter have become public
knowledge (other than by acts by the Consultant or its
representatives in violation of this Agreement). Consultant
agrees that it shall not disclose to any third party any
Confidential Information for any purpose other than the
performance of its duties under this Agreement. During the
Term and at all times thereafter, regardless of the reason for
the termination of this Agreement, Consultant shall not,
without the prior written consent of the Company or as
otherwise may be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone
other than the Company and those designated by the Company.
-2-
3
b. Upon completion of the Term or earlier termination of this
Agreement for any reason, Consultant will return to the
Company any confidential materials or information which the
Company may have supplied to the Consultant. Consultant may
retain a copy of such materials or information for
Consultant's own due diligence file. However, Consultant
hereby agrees not to distribute or release such confidential
materials or information without giving the Company at least
five (5) days' written notice so that Company shall have the
opportunity, at Company's sole cost and expense, to move to
prevent Consultant's distribution or release of the
confidential material or information.
c. Subject to the limitations set forth herein, Consultant agrees
that during the Term and for a period of one year thereafter
it shall not directly or indirectly, own, manage, control,
participate in, consult with, render services for, or in any
manner engage in any business competing with the business of
the Company as such business exists within any geographical
area in which the Company conducts its business. In addition,
Consultant shall not solicit, interfere with or conduct
business with any vendors, customers or employees of the
Company during the term of this Agreement or for a period of
one year after the termination hereof. In the event the
Company breaches any of its duties or obligations under this
Agreement, the Company agrees that Consultant shall not be
bound by the provisions of this Agreement, except for the
provisions concerning Confidential Information.
8. SEVERABILITY. Every provision of this Agreement is intended to be severable.
If any term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of the
remainder of this Agreement.
9. MISCELLANEOUS.
a. Any notice or other communication between the parties hereto
shall be sent by certified or registered mail, postage
prepaid, if to the Company, addressed to it at 380 Lashley
Street, Longmont, CO 80501 or, if to the Consultant, addressed
to it at ________________________________or to such address as
may hereafter be designated in writing by any of such entities
to the others. Such notice or other communication shall be
deemed to be given on the date of receipt.
b. If, during the term hereof, the Consultant shall cease to do
business, the provisions hereof relating to the duties of the
Consultant and the compensation by the Company as it applies
to the Consultant shall thereupon cease to be in effect,
except for the Company's obligation of payment for services
rendered prior thereto. This Agreement shall survive any
merger of, acquisition of, or acquisition by the Consultant
and, after any such merger or acquisition, shall be binding
upon the Company and the corporation surviving such merger or
acquisition.
-3-
4
c. This Agreement embodies the entire agreement and understanding
between the Company and the Consultant and supersedes any and
all negotiations, prior discussions and preliminary and prior
agreements and understandings related to the central subject
matter hereof.
d. This Agreement has been duly authorized, executed and
delivered by and on behalf of the Company and the Consultant.
e. This Agreement shall be governed by and construed in all
respects under the laws of the State of New York, without
reference to its conflict of laws, rules or principles. Any
suit, action, proceeding or litigation arising out of or
relating to this Agreement shall be brought and prosecuted in
such federal or state court or courts located within the State
of New York as provided by law. The parties hereby irrevocably
and unconditionally consent to the jurisdiction of each such
court or courts located within the State of New York and to
service of process by registered or certified mail, return
receipt requested, or by any other manner provided by
applicable law, and hereby irrevocably and unconditionally
waive any right to claim that any suit, action, proceeding or
litigation so commenced has been commenced in an inconvenient
forum.
f. This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law) and shall be binding
upon and inure to the benefit of the Parties and their
respective successors, assigns and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
NATURAL HEALTH TRENDS CORP.
By: /s/ MARK D. WOODBURN
---------------------------------
Name: Mark D. Woodburn
Title: Chief Financial Officer
DOMAIN INVESTMENTS, INC.
By:
---------------------------------
Name:
Title:
-4-